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HomeMy WebLinkAboutContract 35744 CITY SECRETARY CONTRACT NO. CITY OF FORT WORTH PUBLIC EVENTS DEPARTMENT WILL ROGERS MEMORIAL CENTER 3401 W LANCASTER AVENUE FORT WORTH, TEXAS 76107 LICENSE AGREEMENT REGION 9 AHA, INC. CHAMPIONSHIP SHOW 200u through 2010 THIS AGREEMENT d Adde um " attached and incorporated herein are made and entered into this` day of 007, between the CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas, located in Tarrant, Denton amd Wise Counties, Texas, (hereinafter referred to as the "City") acting by and through its duly authorized Assistant City Manager, and Region 9 AHA, Inc. Championship Show, located at 30824 Buck Lane, Bulverde, Texas, 78163, (hereinafter referred to as "Licensee,") acting by and through its duly authorized representative. AGREEMENT 1. FACILITIES City agrees to rent to Licensee, for the purpose of holding the Region 9 AHA, Inc. Championship Show, (hereinafter referred to as the "Event") the Facilities particularly described in Addendum A, said Addendum being attached hereto and incorporated herein by reference. Subject to the conditions, limitations and restrictions of this License Agreement and any addendums, Licensee may occupy and use the City of Fort Worth owned facilities herein described, including contiguous common areas (and other such areas as agreed upon) necessary to accommodate patrons, for the above stated purpose. In the event the City shall fail to perform its part of this License Agreement or any part thereof, by reason of act of God, labor dispute, or the interruption or curtailment of any utility service (gas, electric, water or sewerage disposal), or through negligent or intentional acts solely caused by persons, associations, or corporations other than the City or its duly authorized agents, the Licensee shall not be entitled to claim damages against the City for default occasioned by any of the causes aforesaid. The City shall have the right to determine the proportionate abatement of rent during the period of untenantability. Page 1 of 14 2. TERM AND RENTAL FEE The term and the rental amount of this License Agreement shall be for the time period and amount agreed upon between the parties as set forth in Addendum A. All deposits and/or other funds received by City are non-refundable. 3. OUTSIDE SUBCONTRACT PERSONNEL Licensee shall, at Licensee's own expense, provide all necessary and adequately trained personnel, including, but not limited to, ticket-sellers, ticket-takers, ushers, floor managers, stage crews (other than Public Events Department technical personnel), electricians, technicians, carpenters, machine operators, and any and all other personnel necessary; in the promotion and presentation of the Event. City assumes no responsibility for said personnel and Licensee hereby expressly releases and discharges City from any and all liability for any property damage or loss and/or personal injury, including death, arising out of or in connection with, directly or indirectly the occupancy and/or use of the leased Facilities and any and all activities conducted thereon that are sustained by reasons of the occupancy of said buildings under this License Agreement. Nothing herein shall be construed as creating a principal/agent, or employer/employee relationship between the City and Licensee's subcontracted personnel. 4. CONCESSION/SOUVENIR RIGHTS The City reserves all concession, food and beverage, novelty and souvenir rights, except Region 9 AHA, Inc. Championship Show programs and logoed merchandise. Any matters not herein expressly provided for shall be left to the discretion of the Director of Public Events or his designee with the exception of Arabian Horse Association approved commercial exhibitors and the resale of items related to the horse industry or promotion of the Arabian Horse Association. Licensee must comply with City of Fort Worth and Will Rogers Memorial Center food and beverage requirements and must contract with the current City contracted vendor to handle all concession services as well as alcoholic and/or soft drink beverage services. 5. CATERING All caterers who wish to provide services for any reception, luncheon, party or function where food or beverages are to be served and/or consumed on the leased Facilities must be approved by City at least thirty (30) days prior to any food or beverage function. It is Licensee's responsibility to provide the City with the name, address and contact person of the Caterer chosen by the Licensee no later than thirty (30) days prior to the food or beverage function. All caterers must pay the City of Fort Worth a percentage of food and beverage charges, based on their gross invoice. City may refuse to honor the request for any reception, luncheon, party or function where food and beverages are to be served and/or consumed on the leased Facilities if the Licensee fails to notify the City of the Caterer's name, address and contact person within the required time frame. Page 2 of 14 At the option of the City, the City may assess Licensee a One Thousand ($1 ,000) Dollar per function charge to Licensee for the failure of the Licensee to obtain City approval thirty (30) days prior to the event. 6. ACCEPTANCE OF FACILITIES Licensee agrees that Licensee has examined the Facilities prior to the execution of this License Agreement and is satisfied with the physical condition of the Facilities. Licensee's taking possession of the Facilities for the Event shall be conclusive evidence of its receipt of the Facilities in a safe, sanitary and sightly condition and in good repair, except for those conditions which the Licensee provides City written notice of before Licensee takes possession of the Facilities. Licensee agrees the illuminated sign above the clock in the Coliseum shall remain lighted and visible at all times dur Ong the term of the license P.greement. 7. CARE OF FACILITIES Licensee, at Licensee's own expense, shall keep the Facilities and maintain all equipment and other properties of City in a safe, sanitary, sightly condition and in good repair, and shall restore and yield said Facilities, equipment, and all other properties belonging to the City back to City at the expiration or termination of each of the yearly lease terms of this License Agreement in good or better condition as existed at the commencement of this License Agreement and in which Licensee found them, ordinary wear and tear (including damage by acts of God or other causes beyond the control of Licensee) excepted. Licensee will not do or permit to be done any injury or damage to any buildings or part thereof, or permit to be done anything which will damage or change the finish or appearance of the Facilities or the furnishings thereof or any other property belonging to the City by the erection or removal of equipment or any other improvements, alterations or additions. No decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to any part of the Facilities or to any of the furnishings or fixtures of the City without the consent of the City. Subject to ordinary wear and tear, Licensee will pay the costs of repairing (to its condition immediately preceding the occurrence of such damage) any damage which may be done to the Facilities or any of the fixtures, furniture or furnishings by any act of Licensee or any of Licensee's employees, agents, officers, or anyone visiting the Facilities upon the invitation of the Licensee including the patrons of the attraction or function for which Licensee hereby is leasing the Facilities. The City shall determine, in its sole discretion, whether any damage has occurred, the amount of the damage and the reasonable costs of repairing the damage, and whether, under the terms of the Agreement, the Licensee is responsible. City shall be the sole judge of the quality of the maintenance and/or damage of the leased Facilities, furnishings, fixture or furniture by the Licensee. The costs of repairing any damage to the Facilities shall be immediately due and payable by the Licensee upon Licensee's receipt of a written invoice from the City. Page 3 of 14 In leasing the Facilities, City does not relinquish the right to control the management of the Facilities, or the right to enforce all necessary and proper rules for the management and operation of the same. City, through its Manager, police and fire personnel and other designated representatives, has the right at any time to enter any portion of the Facilities (without causing or constituting a termination of the privilege or an interference for the possession of the Facilities by the Licensee) for any purpose, provided this shall not authorize or empower City to direct the activities of the Licensee or assume liability for Licensee's activities. 8. CITY OF FORT WORTH OWNED EQUIPMENT AND PUBLIC EVENTS DEPARTMENT LABOR Licensee and City understand that a rental charge will be assessed for all chairs and tables at the prevailing rate. Licensee shall pay for Public Events Department technical personnel in the number and manner prescribed by City to work all events using staging, lights, amplified sound or related equipment. All labor charges for technical services provided by City will be invoiced at the prevailing hourly rate per stagehand for all preparation, move in, show and move out hours. Any additional technical services will be provided by IATSE Local 126. Licensee will be billed actual labor costs for set up and removal of all equipment. 9. PROPERTY LOSS City assumes no responsibility for any property placed in said buildings or any part thereof by the Licensee or any agent, officer, and/or employee of the Licensee. Licensee hereby expressly releases and discharges City from any and all liability for any property damage or loss and/or personal injury, including death, arising out of or in connection with, directly or indirectly the occupancy and/or use of the leased Facilities and any and all activities conducted thereon sustained by reasons of the occupancy of said buildings under this License Agreement. 10. REMOVAL OF DISORDERLY PERSONS City, through its Manager, police and fire personnel and other designated representatives, retains the right to remove from the Facilities any and all such employees, agents and/or officers of Licensee and the right, with its officers and agents, including its police officers, to eject any objectionable person or persons (including an employee or employees of the Licensee) from the Facilities or any other of its facilities. In the event of the exercise of this authority, Licensee hereby waives any and all claims for damages of whatsoever kind against the City of Fort Worth, its officers, or employees on account of said removal. Page 4 of 14 11.UTILITIES/HVAC City agrees to furnish the necessary light and existing electrical power for ordinary use only, in the opinion of the City's Director of Public Events or his or her designee of said buildings, including, but not limited to, lighting, heat and/or air conditioning sufficient to make the buildings comfortable (during event/show hours only), and water for ordinary use of the applicances installed but for no other purposes. City shall not be responsible for accidents and unavoidable delays. It is understood that the City of Fort Worth enforces the adopted National Electrical Code to ensure the public is not exposed to electrical hazards. If extension cords are used, Ground Fault Circuit Interrupter (GFCI) Protection is required. These cords have a test and a reset button and have the words "GFCI protected" printed on the cord. All 120 volt extension cords shall be three-wire grounding type cords. Extension cords may not be placed through doorways. Frayed or damaged cords may not be used. Licensee must contract with City approved vendor to handle all electrical requirements above and beyond that which is readily available. 12. SEATING CAPACITY Licensee will not sell more tickets or allow more occupancy than the seating capacity of the Facilities permits and/or as allowed under any federal, state, and local laws, statutes, ordinances, charter provisions, rules and regulations of the City of Fort Worth; including all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments. 13. EMERGENCY PERSONNEL Licensee shall be responsible, at its own cost and expense, to provide such emergency medical services as it deems necessary for its event. Any standby ambulance service must be provided by the City's current licensed ambulance provider, in accordance with the City Code. Standby ambulance service shall be required, at Licensee's expense, for any event, which in the sole opinion of City requires such service. 14. SECURITY PERSONNEL Licensee shall furnish adequate security personnel. Licensee hereby assumes sole responsibility for any and all acts or omissions by its security personnel in the performance of their responsibilities hereunder, and Licensee agrees to indemnify, hold harmless and defend the City from any and all claims or suits for property damage and/or personal injury, including death, arising out of, or in connection with all acts and/or actions conducted by security personnel. Nothing herein shall be construed as creating a principal/agent, or employer/employee relationship between the City and Licensee's security personnel. Page 5 of 14 15. NON-SMOKING; FACILITY Licensee understands that Will Rogers Memorial Center is a NON-SMOKING FACILITY and agrees to make hourly announcements to that effect, if possible. In any event, Licensee agrees to make at least three (3) announcements to that effect during an eight (8) hour period, with one announcement being made at the beginning of each event. 16. INDEMNIFICATION Licensee covenants and agrees to and does hereby indemnify, hold harmless and defend, at its own expense, City, its officers, servants and employees, from and against any and all claims or suits for property loss or damage and/or personal injury, including death, to any and all persons, of whatsoever kind or character, whether real or asserted, arising out of the work and services to be performed hereunder by Licensee, its officers, agents, employees, subcontractors, licensees or invitees, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE OFFICERS, SERVANTS, EMPLOYEES, OF THE CITY; and said Licensee does hereby covenant and agree to indemnify, defend, and hold harmless the City, its officers, servants and employees for any and all claims or suits for property loss or damage and/or personal injury, including death, to any and all persons, of whatsoever kind or character, whether real or asserted, arising out of, the work and services to be performed hereunder by Licensee, its officers, agents, employees, or subcontractors, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE OFFICERS, SERVANTS, OR EMPLOYEES OF THE CITY. Licensee likewise covenants and agrees to, and does hereby, indemnify and hold harmless City from and against any and all injuries, damage, loss or destruction to property of City during the performance of any of the terms and conditions of this Agreement, WHETHER ARISING OUT OF IN WHOLE OR IN PART, ANY AND ALL ALLEGED ACTS OR OMISSIONS OF OFFICERS, OR EMPLOYEES OF CITY OR BY THE CONDITION OF THE CITY'S PREMISES. If more than one Licensee is named under this License Agreement, the obligation of all such Licensees shall be, and is joint and several. 17. INSURANCE Prior to the time Licensee is entitled to any right of access to or use of the Facilities, Licensee shall procure, pay for and maintain the following insurance written by companies approved by the State of Texas and acceptable to City. The insurance shall be evidenced by delivery to City of executed certificates of insurance and/or certified copies of policies as determined by City. Kul Page 6 of 14 Licensee covenants and agrees to obtain and keep in force during the term of this Agreement, Commercial General Liability Insurance, including Personal Injury Liability, Independent Contractors Liability and Contractual Liability covering, but not limited to, the liability assumed under the indemnification provisions of this Agreement, with limits of liability for bodily injury (including death) and property damage of not less than One Million Dollars ($1 ,000,000), with an aggregate of not less than Two Million Dollars ($2,000,000) . All insurance policies shall include the following: 1) The term of insurance is for the duration of each Event, which includes the period from the right of access to set-up through the period allowed for removal of property; 2) The policy shall require that thirty (30) days prior to the cancellation or any material change in coverage, a notice shall be given to City by certified mail; 3) Insurers shall have no right of recovery or subrogation against the City of Fort Worth, it being the intention that the insurance policy shall protect all parties to the Agreement and be primary coverage for all losses covered by the policies; 4) a) Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a first-dollar basis, must be approved by City of Fort Worth Risk Management. b) Any self-insured retention (SIR) in excess of $25,000.00, affecting required insurance coverage, shall be acceptable to and approved by City of Fort Worth Risk Management in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, must also be approved by Risk Management. c) Company issuing the insurance policy shall have no recourse against the City of Fort Worth for payment of any premiums or assessments for any deductibles which all are at the sole risk of Licensee; 5) The terms "Owner", "City" or City of Fort Worth shall include all authorities, Boards, Bureaus, Commissions, Divisions, Departments, and Offices of the City and the individual members, employees and agents thereof in their official capacities and/or while acting on behalf of the City of Fort Worth.; and 6) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any future coverage, or to City's self-insured retention of whatever nature. 7) The City, its officials, employees, agents and officers shall be endorsed as an "Additional Insured" to all policies except Employers Liability coverage. 8) Coverage shall be a Combined Single Limit Per Occurrence basis and the policy shall include Broad Form Property Damage Coverage with an insurance company satisfactory to City. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. 9) Automobile Liability Insurance shall provide coverage on any automobile, including and defined as automobiles owned, hired and non owned with a One Million Dollar ($1,000,000) combined single limit per accident or $250,000 Property Damage and $500,000 Bodily Injury per person, per occurrence. 10)AII policies shall be written by an insurer with an A-:VIII or better rating by the most current version of the A. M. Best Key Rating Guide or with such other financially sound insurance carriers acceptable to the City. 11)Deductibles shall be listed on the Certificate of Insurance and shall be on a "per occurrence" basis unless otherwise stipulated herein. Page 7 of 14 12)lf coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. 13)Certificates of Insurance shall be delivered to the Will Rogers Memorial Center, 3401 W Lancaster, Fort Worth,Texas 76107, evidencing all the required coverages, including endorsements. Licensee hereby waives subrogation rights for loss or damage against City, its officers, agents and employees for personal injury (including death), property damage or any other loss. Licensee shall not do or permit to be done anything in or upon any portion of the Facilities, or bring or keep anything therein or thereupon which will in any way conflict with the conditions of any insurance policy upon the Facilities or any part thereof, or in any way increase the rate of fire insurance upon the Facilities or on property kept therein, or in any way obstruct or interfere with the right of the other tenants of the Facilities, or injure or annoy them. The City may terminate this Agreement immediately upon the failure of the Licensee to provide acceptable documentation of insurance as required by this Agreement. 18. COMPLIANCE WITH LAW It is agreed that Licensee will comply with all federal, state, and local laws, statutes including all ordinances, charter provisions, rules and regulations of the City of Fort Worth; including all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all requirements specifically made by the City of Fort Worth Fire Marshal in connection with the performances to be given hereunder. Licensee agrees to obey any other regulations of any municipal authority of the City of Fort Worth. Licensee will obtain and pay for all necessary permits, licenses, and taxes from any governmental agency with jurisdiction thereof and to pay lawful taxes on tickets used in connection with the performances hereunder. Licensee will not do or suffer to be done anything on said Facilities during the terms of this License Agreement in violation of any such laws, statutes, ordinances, rules, regulations, charter provisions, directives or requirements. If the City calls the attention of Licensee to any such violation on the part of said Licensee or any person employed by or admitted to said Facilities by Licensee, Licensee will immediately desist from and correct such violation and/or vacate the Facilities. Page 8of14 19. FEDERAL COPYRIGHT ACT Licensee agrees to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101 , et seq.) and any Regulations issued thereunder including, but not limited to, the assumption of any and all responsibilities for paying royalties which are due for the use of copyrighted works in Licensee's performances or exhibitions to the copyright owner, or representative of said copyright owner. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit, or condone the performance, reproduction, or other use of copyrighted materials by Licensee or its agents or licensees without the appropriate licenses or permission being secured by Licensee in advance. It is further agreed that Licensee shall defend, indemnify and hold City harmless for any claims arising from nonpayment to licensing agencies, including, but not limited to, ASCAP, BMI, and SESAC or damages arising out of Licensee's infringement or violation of the Copyright Law and/or Regulations. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the Licensee. Licensee understands that they are responsible for securing any and all licenses by artists/performers giving permission for the recordings. Licensee is responsible for both reporting and payment of any music licensing fees that may be required by law. Licensee understands and agrees that without the proper license obtained by Licensee, there is a risk of an injunction or money damages arising from a copyright lawsuit brought by ASCAP, BMI, SESAC or any other licensing agency. 20. CHARITABLE ORGANIZATION Licensee agrees that if Licensee is a charitable organization entitled to any immunity or limitation of liability under the provisions of the Charitable Immunity and Liability Act of 1987, C.P.R.C., § 84.001 et seq., or other applicable law, that Licensee hereby expressly waives its right to assert or plead defensively any such immunity or limitation of liability as against any party other than City. 21. AMERICANS WITH DISABILITIES ACT (ADA) It is understood that the event of Licensee is not an event of the City. Licensee acknowledges that it is responsible for and will make available the goods and services offered at its event to all attendees including those with disabilities. Licensee is responsible for non-permanent accessibility requirements, such as, but not limited to, seating accessibility and auxiliary aids for the visually impaired, hearing impaired and mobility impaired. LICENSEE SHALL NOT MOVE OR INTERFERE IN ANY WAY WITH ACCESSIBILITY TO ADA FACILITIES, SUCH AS, BUT NOT LIMITED TO, WHEELCHAIR SEATING. LICENSEE SHALL NOT SELL TICKETS FOR ADA SEATING TO PERSONS WHO DO NOT REQUIRE ADA ACCOMMODATIONS. LICENSEE INDEMNIFIES THE CITY FOR ANY AND ALL CLAIMS AND LIABILITIES ARISING OUT OF LICENSEE'S DUTIES UNDER THE REQUIREMENTS OF ADA AND THIS SECTION. Page 9 of 14 22. ASSIGNMENT Licensee shall not assign this License Agreement nor suffer any use of the Facilities other than herein specified, nor sublet the Facilities or any part thereof without the written consent of City. If assigned per the written consent of the City, Licensee agrees to ensure that any assignee or sublessee will comply with all terms, provisions, covenants, and conditions of this License Agreement. Assignment or subletting of this License Agreement shall not relieve Licensee from any of its obligations under this License Agreement. 23. EVENTS OF DEFAULT The following events shall be deemed to be events of default by Licensee under this License Agreement: i. Licensee fails to pay any installment of the rent when due or any other payment of reimbursement to City required hereunder; ii. Licensee attempts to assign this contract without the prior written consent of City; iii. Licensee shall vacate the use of over one-half of any building included in the Facilities, as described in Addendum A, or vacate the use of over one-half of any portion of the total Facilities described in Addendum A; iv. Licensee becomes insolvent or makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors; or v. Licensee fails to comply with any term, provision or covenant of this License Agreement. 24. TERMINATION Upon the occurrence of any such event of default of the Agreement, City shall have the option to terminate this License Agreement immediately. Licensee shall immediately surrender the Facilities to City and if Licensee fails to do so, City may, without prejudice to any remedy, enter upon and take possession of the Facilities and remove Licensee and any other person who may be occupying the Facilities by force if necessary without being liable for the prosecution or any claim of damages therefore. Licensee agrees to pay to City on demand the amount of all loss and damage which City may suffer by reason of such termination. City may, as a result of default as described in Paragraph 21 above, and at its discretion, relet the entire Facilities or relet any building or any portion of any building of the Facilities that is determined by the City not to be in substantial use by the Licensee and receive the rent therefore, and Licensee agrees to pay to City on demand any deficiency that may arise by reason of reletting. City agrees to use all reasonable efforts to attempt to release the Facilities. Licensee shall not be entitled, under any circumstances, to any excess rental fees received by City as a result of reletting and Licensee hereby waives any claim to such excess rental amounts. Page 10 of 14 No pursuit of any remedy by City constitutes a forfeiture or waiver of any rent due to City or of any damages accruing to City by reason of the violation of any of the terms, provisions, and covenants herein contained. No act or thing done by City or its officers, agents or employees during the term of this License Agreement shall be deemed a termination of the Agreement or an acceptance of the surrender of the Facilities, and no agreement to terminate this License Agreement or accept a surrender of the Facilities shall be valid unless in writing signed by City. City's acceptance of the payment of rental or other payments after the occurrence of a default shall not be construed as waiver of such default, unless City notifies Licensee in writing. Any act by City to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default or of City's right to enforce any such remedies with respect to such default or subsequent default. 25. NOTICES All notices required or permitted under this License Agreement may be given to a party personally or by mail, addressed to such party at the address stated below or to such other address as one party may from time to time notify the other in writing. If more than one Licensee is named in this contract, service of any notice on any one of the Licensees shall be deemed service on all Licensees. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: Kirk Slaughter, Director of Public Events Will Rogers Memorial Center 3401 W. Lancaster Fort Worth, Texas 76107 With Copy To: Sarah Fullenwider Assistant City Attorney 1000 Throckmorton Street Fort Worth Texas 76102 LICENSEE: Region 9 AHA, Inc. Championship Show Attn: Dale Harvill 30824 Buck Lane Bulverde, Texas 78163 Page 11 of 14 26. SOLE AGREEMENT This written instrument constitutes the entire Agreement by the parties hereto concerning the license of the facilities and obligations of the parties and any prior or contemporaneous oral or written agreement which purports to vary from the terms hereof, shall be void. it is understood and agreed that all the provisions of this License Agreement are applicable except where specifically modified by Addendum A, in which case such Addendum shall apply. 27. AMENDMENT This License Agreement cannot be modified or amended without the written consent of all the parties hereto and attached and made a part of this License Agreement. 28. SUCCESSORS AND ASSIGNS This License Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and, except as otherwise provided in this contract, their assigns. 29. VENUE Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 30. FORCE MAJURE If the Facilities or any portion thereof shall be destroyed or damaged by fire or other calamity so as to prevent the use of the Facilities for the purposes and during the periods specified in this License Agreement or if the use of the Facilities by Licensee shall be prevented by act of God, strike, lockout, material or labor restriction by any governmental authority, civil riot, flood, or any other like cause beyond the control of the City, then this License Agreement shall terminate and Licensee hereby waives any claim against City for damages by reason of such termination except that any unearned portion of the rent due hereunder shall abate, or if previously paid, shall be refunded by City to Licensee. 31. INDEPENDENT CONTRACTOR/NO PARTNERSHIP The doctrine of respondeat superior shall not apply as between the Licensee and City and nothing contained in this License Agreement shall be deemed to constitute City and Licensee as partners or joint venturers with each other, nor shall the Licensee be considered to be an agent, representative or employee of the City. Licensee shall have the exclusive control of and the right to control its employees and the details of its operation on the Facilities and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. Page 12 of 14 32. SEVERABILITY In case any one or more of the provisions contained in this License Agreement are held to be invallid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this License Agreement shall be considered as if such invalid, illegal or unenforceable provisions were never contained herein. 33. AUTHORITY OF LICENSEE'S AGENT By executing this, License Agreement, Licensee's agent affirms that he or she is authorized by Licensee to execute this License Agreement and that all representations made herein with regard to Licensee's identity, address and legal status (corporation, partnership, individual, etc.) are true and correct. EXECUTED as of the date and year first above written at Fort Worth, Tarrant County, Texas. ATTEST: CITY OF F T TH B : 1 B Y Y• City SecretarNP Joe ani gua Assi tan ity anager NO M&C REQUIRED By: Approval Recommended: Contract Authorization Approved as to form and legality: By: David Yett, City Attorney Kirk N. Slaughter Director of Public Events Sarah F enwider Assistant City Attorney REGION 9 AHA, INC. CHAMPIONSHIP S By Dale Harvill t� Page 13 of 14 REGION 9 AHA, INC. CHAMPIONSHIP SHOW ADDENDUM A CONTRACT NUMBER Qa'329 FACILITIES City agrees to license and provide to Licensee the following facilities at the Will Rogers Memorial Center (WRMC) for the contracted dates listed below: 1. YEAR 2008 a. June 7 — Set Up ■ Will Rogers Coliseum (including base dirt) ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls ONLY. No access to any other areas in building. ■ Charlie and Kit Moncrief Building Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meetings rooms and office areas. ■ Show Arena b. June 8 — Move In beginning at 8:00 a.m. and continuing through June 9 ■ Will Rogers Coliseum ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Buildinq Includes all stalls beginning at 8:00 a.m. Access to John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas allowed only after 2:00 p.m. ■ Charlie and Kit Moncrief Buildinq Includes stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas beginning at 8:00 a.m. ■ Show Arena beginning at 8:00 a.m. Page 1 of 14 C. Any livestock arriving on show grounds prior to 8:00 a.m. Sunday, June 8, 2008 will be considered early arrivals. d. June 10 — Move In ■ Will Rogers Coliseum ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Building Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena e. June 11 — June 14 Show Dates ■ Will Rogers Coliseum ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Buildinq Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Building Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena f. June 15 — Move Out Must Be Completed by 5:00 p.m. ■ Will Rogers Coliseum ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena Page 2 of 14 �R ` UPTH, UK. 2. YEAR 2009 a. June 6 — Set Up ■ Will Rogers Coliseum (including base dirt) ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls ONLY. No access to any other areas in building. ■ Charlie and Kit Moncrief Building Includes all portable stalls it i stall area, W. R. Watt Arena, Exercise area, all meetings rooms and office areas. ■ Show Arena b. June 7 — Move In beginning at 8:00 a.m. ■ Will Rogers Coliseum ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls beginning at 8:00 a.m. Access to John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas allowed only after 2:00 p.m. ■ Charlie and Kit Moncrief Buildinq Includes stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas beginning at 8:00 a.m. ■ Show Arena beginning at 8:00 a.m. C. Any livestock arriving on show grounds prior to 8:00 a.m. Sunday, June 7, 2009 will be considered early arrivals. d. June 8 — Move In ■ Will Rogers Coliseum ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Buildinq Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena Page 3 of 14 e. June 9 — June 13 Show Dates ■ Will Rogers Coliseum ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle Pens if needed. ■ Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena f. June 14 — Move Out Must Be Completed by 5:00 p.m. ■ Will Rogers Coliseum ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena 3. YEAR 2010 a. June 5 — Set Up ■ Will Rogers Coliseum (including base dirt) ■ Burdett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pen;, if needed. ■ Richardson-Bass Buildinq Includes all stalls ONLY. No access to any other areas in building. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meetings rooms and office areas. ■ Show Arena Page 4 of 14 b. June 6 — Move In beginning at 8:00 a.m. ■ Will Rogers Coliseum ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls beginning at 8:00 a.m. Access to John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas allowed only after 2:00 p.m. ■ Charlie and Kit Moncrief Building Includes stall area, W. R. Watt Arel a, exercise area, all meeting rooms and office areas beginning at 8:00 a.m. ■ Show Arena beginning at 8:00 a.m. C. Any livestock arriving on show grounds prior to 8:00 a.m. Sunday, June 6, 2010 will be considered early arrivals. d. June 7 — Move In ■ Will Rogers Coliseum ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Building Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena e. June 8 — June 12 Show Dates ■ Will Rogers Coliseum ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena Page 5of14 f. June 13 -- Move Out Must Be Completed by 5:00 p.m. ■ Willi Rogers Coliseum ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Buildinq Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena SHOW DATES BEYOND 2010 The Licensee shall have 60 days from the conclusion of their 2008 Championship Show to exercise their option to lease space at Will Rogers Memorial Center for their 2011 show. The Licensee shall have 60 days from the conclusion of their 2009 Championship Show to exercise their option to lease space at Will Rogers Memorial Center for their 2012 show. YEAR 2011 a. June 11 — Set Up ■ Will Rogers Coliseum (including base dirt) ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richiardson-Bass Buildinq Includes all stalls ONLY. No access to any other areas in building. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meetings rooms and office areas. ■ Show Arena b. June 12 — Move In beginning at 8:00 a.m. ■ Will Rogers Coliseum ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. Page 6 of 14 ■ Richardson-Bass Building Includes all stalls beginning at 8:00 a.m. Access to John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas allowed only after 2:00 p.m. ■ Charlie and Kit Moncrief Buildinq Includes stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas beginning at 8:00 a.m. ■ Show Arena beginning at 8:00 a.m. C. Any livestock arriving on show grounds prior to 8:00 a.m. Sunday, June 12, 2011 will be considered early arrivals. d. June 13 -- Move In ■ Will Rogers Coliseum ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Buildinq Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Building Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena e. June 14 — June 18 Show Dates ■ Will Rogers Coliseum ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Buildinq Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena f. June 19 — Move Out Must Be Completed by 5:00 p.m. ■ Will Rogers Coliseum ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area pens if needed. Page 7 of 14 ■ Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena YEAR 2012 a. June 9 — Set Up ■ Will Rogers Coliseurn (including base dirt) ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls ONLY. No access to any other areas in building. ■ Charlie and Kit Moncrief Building Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meetings rooms and office areas. ■ Show Arena b. June 10 — Move In beginning at 8:00 a.m. ■ Will Rogers Coliseum ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls beginning at 8:00 a.m. Access to John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas allowed only after 2:00 p.m. ■ Charlie and Kit Moncrief Buildinq Includes stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas beginning at 8:00 a.m. ■ Show Arena beginning at 8:00 a.m. C. Any livestock arriving on show grounds prior to 8:00 a.m. Sunday, June 10, 2012 will be considered early arrivals. d. June 11 — Move In ■ Will Rogers Coliseum ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. Page 8 of 14 ■ _Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena e. June 12 — June 16 Show Dates ■ Will Rogers Coliseum ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Buildinq Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena f. June 17 — Move Out Must Be Completed by 5:00 p.m. ■ Will Rogers Coliseum ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all available meeting rooms and office areas. ■ Char-lie and Kit Moncrief Buildinq Includes all portable stalls in stall area, W. R. Watt Arena, exercise area, all meeting rooms and office areas. ■ Livestock Barns 3, 4 and Show Arena RENTAL RATE SCHEDULE For rental of the facilities and services used pursuant to this Agreement for the years 2008 through 2012, City agrees to license and Licensee agrees to pay the rates for use of the facilities at the Will Rogers Memorial Center (WRMC) for the contracted dates listed below: r ^ Page 9 of 14 TRAIL 1. YEARS 2008 through 2012 a. Will Rogers Coliseum • $500 - Per Move In or Move Out Day (No heat or air) • $900 - Per Exercise Day (12 hours climate controlled) • $1,500 - Per Show Day (All show hours climate controlled) b. Burnett Building Stalls • $45 - per stall used • There will be a $15.00 per stall per day early move-in fee for each stall occupied prior to 8:00 a.m. on the first move-in day of each respective year contracted. c. John Justin Arena $250 - Per Move In or Move Out Day (No heat or air) • $500 - Per Exercise Day (12 hours climate controlled) • $800 - Per Show Day (All show hours climate controlled) d. James L. & Eunice West Arena $150 Per Move In or Move Out Day (No heat or air) $600 Per Show or Sale Day (All show/sale hours climate controlled) e. Brown-Lupton Exhibits Area • $100 - Per Move In or Move Out Day (No heat or air) • $300 - Per Show Day (All show hours climate controlled) f. Richardson-Bass Building Stalls $45 — Per stall used • There will be a $15.00 per stall per day early move-in fee for each stall occupied prior to 8:00 a.m. on the first move-in day of each respective year contracted. g. Moncrief Building Portable Stalls $45 — per stall used • There will be a $15.00 per stall per day early move-in fee for each stall occupied prior to 8:00 a.m. on the first move-in day of each respective year contracted. h. W. R. Watt Arena • $250 - Per Move In or Move Out Day (No heat or air) • $500 - Per Exercise Day (12 hours climate controlled) • $1,000 - Per Show Day (All show hours climate controlled) i. Livestock Barn 3, and 4 • $150 - Per Move In or Move Out Day • $350 — Per Show Day Page 10 of 14 j. Show Arena • $100 - Per Move In or Move Out Day • $350 Per Show Day k. Portable Stalls ■ Licensee must rent portable stalls directly from City or City's current contract vendor. ■ Licensee will pay for all portable stalls ordered whether used or unused at the current contracted rate. Licensee understands and agrees that if for any reason the contractor defaults on the License Agreement with City, Licensee agrees to pay the cost per stall charged to City by replacement vendor. City agrees to use its best effort to obtain the lowest market price available from replacement vendor to provide portable stalls. ■ Licensee must use and pay rental for all permanent stalls prior to occupying portable stalls. I. In order to establish actual rental fees for each facility, Licensee will submit to City in writing their confirmation of intent to license the facilities and their intended use of each facility (i.e. move-in, show, etc.) over the contracted dates by no later than April Vt of each respective licensed year. Licensee understands that the License Agreement terms will be for the exact same number of facilities listed in Addendum A and the Licensee's intent to license the facilities and to establish the use and respective rental fees of each facility. Any reduction or addition to the number of facilities listed in Addendum A must be mutually agreed upon between the Licensee and City. PAYMENT SCHEDULE YEARS 2008 through 2012: a. Licensee shall pay a $5,000 partial facility rental payment by no later than March 1 st of each licensed year. b. Licensee shall pay a $5,000 partial facility rental payment by no later than May 1 st of each licensed year. C. Licensee shall pay in full any remaining balance owed within 30 days after receipt of final charges invoice following the conclusion of the show. ANNUAL INCENTIVE Subject to the terms of this section, City agrees to apply a Twenty-Five Thousand ($25,000) Dollar credit against Licensee's invoice for final charges upon conclusion of each Annual Event. Page 11 of 14 However, if the total annual rental payment for building usage by Licensee falls below Twenty-Seven Thousand ($27,000) Dollars, the annual credit of Twenty- Five Thousand ($25,000) Dollars will be reduced by an amount equal to the amount of the rental payment below Twenty-Seven Thousand ($27,000) Dollars. Rates will be calculated at the rates in effect through September 30, 2001. In addition to the terms and conditions in Paragraph 14 of the License Agreement, Licensee agrees to the following: SECURITY 1. At the Licensee's expense, off-duty City of Fort Worth police officers are required t:o work each event. The number of officers and number of hours worked are to be negotiated by Licensee and the Fort Worth Police Department with final approval from the Director of Public Events or his designee by no later than ten (10) days prior to first move in date of each year contracted. 1. Licensee will pay the entire off-duty City of Fort Worth police invoice by individual checks and deliver to the supervisor in charge by no later than 5:00 p.m. on Monday following the conclusion of each show contracted. A copy of the invoice will be submitted to City. 2. Upon the conclusion of each show contracted, City agrees to apply a credit against Licensee's final invoice equal to 50%, but not to exceed $7,500, toward the cost for off-duty City of Fort Worth Police. ADDITIONAL LICENSE AGREEMENT TERMS 1. SHAVINGS City retains exclusive rights for the sale of all shavings at the prevailing rate. Shavings in bags may not be brought onto show grounds by Licensee or any event participants. Licensee and/or any exhibitor who brings shavings into show grounds or facilities without the written consent of City and/or in direct conflict with the exclusive rights of City, will be fined $5.00 per bag of shavings based on the equivalent of a 3'/2 cubic foot bag. The total fine amount will be at the sole discretion of the Director of Public Events or his designee. 2. COMMERCIAL EXHIBITOR/VENDOR SPACE Licensee will be invoiced $35.00 per designated inside commercial exhibitor space and $100.00 per designated outside commercial exhibitor space for use by approved commercial exhibitors. This fee does not apply to commercial exhibitors located in a designated "exhibits hall/facility" rented by Licensee for use by commercial exhibitors. City will not provide any tables and/or chairs for use by commercial exhibitors. Page 12 of 14 Any use of outside exhibit space must be agreed upon by Licensee and City prior to May 1 st in each licensed year. 3. CLEAN-UP ■ City will clean arena seating areas once daily prior to start of each show date contracted. ■ City will clean the main aisles of contracted livestock facilities daily. ■ Licensee will be invoiced at the prevailing hourly rate for all labor performed to include dirt work, watering and final cleanup of facility grounds. 4. SOUND SYSTEM • There is no charge to Licensee for use of the sound system owned by City, as it exists at the execution of this Agreement. ■ Licensee will be invoiced the prevailing rate at the discretion of the Director of Public Events for a WRMC stagehand to set up, monitor and secure sound equipment daily when it is needed for show activity. ■ In the event City is unable to furnish sufficient WRMC stagehands to work events that use staging, lights or amplified sound, Licensee must contract with and pay for IATSE Local 126 Union Stagehands to provide additional stagehand services. Prior to the use of any union labor, a representative of Licensee will be consulted as to the number of hours and rate per hour. ■ City will provide barn paging as required in all contracted areas. 5. TRAILER/RV PARKING ■ Licensee may use any available space for trailer parking as designated by the Director of Public Events or his designee. ■ At the discretion of the Director of Public Events or his designee, RV spaces will be provided as available and will be invoiced to Licensee and/or Licensee's exhibitors at the prevailing rate. 6. ADDITIONAL TERMS ■ Any matters that are not herein expressly provided for shall be left to negotiation between the Director of Public Events or his designee and the Show Manager of the Region 9 AHA, Inc. Championship Show or his/her designated representative. ■ All payments shall be made within 30 days after receipt of final charges invoice following the conclusion of each show licensed, payable to the City of Fort Worth at the office of the Director of Pubic Events or his designee at Will Rogers Memorial Center. Page 13 of 14 7. AMENDMENTS Licensee and City agree to promptly execute an amendment(s) to this License Agreement in order to spell out any additional terms agreed to between the Licensee and City. Failure of the Licensee and/or City to execute such Amendment upon request shall be considered an event of default and this License Agreement may be terminated at the option of the requesting party. No amendment or additional terms shall be effective unless it is in writing and signed by both parties hereto after the effective date of this agreement. EXECUTED as of the date and year first above written at Fort Worth, Tarrant County, Texas. ATTEST: CITY OFF RT WOR H By: f'\n —JPOBy: City Secretary joelP iagua Assist nt City anager EiV® M&C ` �at�U�R�D By: Appro4Romended: Contract Authorization Approved as to form and legality: By: David Yett, City Attorney Kirk NY Slaughter Director of Public Events By Sarah Fulle wider Assistant City Attorney RE tN MIC PION By D le arvill Page 14 of 14